Sprint - Nextel 2011 Annual Report Download - page 291

quoted, then, such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been
obtained.
(b) Termination of this Plan will not affect the rights of Participants or their successors under any Awards outstanding
hereunder and not exercised in full on the date of termination.
(c) The Board or the Compensation Committee will not, without the further approval of the stockholders of the Corporation,
authorize the amendment of any outstanding Option Right or Appreciation Right to reduce the Option Price or Base Price, respectively. No
Option Right or Appreciation Right will be cancelled and replaced with awards having a lower Option Price or Base Price, respectively, or for
another award, or for cash without further approval of the stockholders of the Corporation, except as provided in Section 12. Furthermore, no
Option Right or Appreciation Right will provide for the payment, at the time of exercise, of a cash bonus or grant of Option Rights,
Appreciation Rights, Performance Shares, Performance Units, or grant or sale of Restricted Stock, Restricted Stock Units or other awards
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ursuant to Section 10 of this Plan, without further approval of the stockholders of the Corporation. Except for the Option Exchange Program
as specifically described below, this Section 20(c) is intended to prohibit the repricing of “underwater” Option Rights or Appreciation Rights
without stockholder approval and will not be construed to prohibit the adjustments provided for in Section 12 of this Plan.
Stock Option Exchange Program. Notwithstanding any other provision of the Plan to the contrary, including but not limited to the foregoing
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aragraph, the Corporation, by action of the Compensation Committee, may effect an option exchange program (the “Option Exchange
Program”), to be commenced through an option exchange offer in 2010. Under any option exchange offer, Eligible Employees would be
offered the opportunity to exchange Eligible Options (the “Surrendered Option”) for new Options (the “New Options”) as follows:
Eligible Employees means employees of the Corporation other than its “named executive officers” and Eligible Options means any Option
other than a New Option where, as of the date specified by the terms of the exchange offer (which date shall be not more than ten business
days
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(1) each New Option shall have a “value” (determined in accordance with a generally accepted valuation method as of a date prior to
the commencement of any exchange offer) substantially equal to the value of the Surrendered Option;
(2) the Compensation Committee shall determine exchange ratios for the Option Exchange Program consistent with the foregoing
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ursuant to which each New Option shall represent the right to purchase fewer Option Shares than the Option Shares underlying
the Surrendered Option, and the per share exercise price of each New Option shall be not less than the fair market value of
a
share of Common Stock on the date of issuance of the New Option;
(3) each Surrendered Option shall be exchanged for a New Option with 50% vesting upon each of one and two years, and a
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expiration date seven years, after the grant date.